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Published: 2008-03-26

Contract and Articles of Association - Guangdong UT Starcom Communications Co. Ltd.



                                 AMENDMENT AGREEMENT

                    TO THE CONTRACT AND ARTICLES OF ASSOCIATION

                  OF GUANGDONG UT STARCOM COMMUNICATIONS CO. LTD.


Party A: Guangdong South Communication Group Co., China

Party B: UT Starcom Inc., USA

     In accordance with the Laws of the People's Republic of China on Joint 
ventures Using Chinese and Foreign Investment and the relevant regulations of 
its Implementations, Party A and Party B enter into agreement to amend the 
contract and articles of association as following:


Part One:   Party A and Party B enter into the following complementation 
            agreement on the amendment of the relevant articles in the 
            original contract of Guangdong UT Starcom Communication Co. Ltd:

1.   Article 5 in original contract 'The Joint Venture Company produces, 
     sells associated products of communication subscriber access network 
     system, provides maintenance and service of products, studies and 
     develops new products' is revised into 'The Joint Venture Company 
     designs, develops, assembles, produces, sells and installs hardware and 
     software of system (including wireless access network and cable access 
     network), optical terminal equipment, intelligence value-adding business, 
     personal communication and multi-media, data and information network and 
     other communication systems, and provides maintenance, repair, and 
     technical consultation and services of its own products.'

2.   Article 6.1 of the original contract 'the total investment of the Joint 
     Venture company is [*] and the registered capital is [*]. The investment 
     of Party A is [*], accounting for 51% of the total investment and the 
     investment of Party B is [*], accounting for 49% of the total 
     investment. Party A contributes 1,224,000 US dollars to the registered 
     capital, accounting for 51% and Party B contributed 1,176,000 US dollars, 
     accounting for 49% of the registered capital' is revised into 'both the 
     total investment and the registered capital are 4,000,000 US dollars. 
     Party A's investment and contribution to the registered capital is 
     1,960,000 US dollars, accounting for 49% of the total investment and 
     registered capital. Party B's investment and contribution to registered 
     capital is 2,040,000 US dollars, accounting for 51% of the total investment
     and registered capital.'

3.   Article 10.1 of the original contract 'other matters shall be decided by 
     majority's approval' is revised into 'the holding of Board meetings 
     requires the participation of four-fifths of Directors. Directors


[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.




     may present appointment letters to instruct someone else to attend the 
     meeting and vote on their parts. Except for matters which must be 
     unanimously approved by Directors attending the Board meeting in 
     accordance with the Laws of the People's Republic of China on Joint 
     Ventures Using Chinese and Foreign Investment, the drawing of the three 
     types of funds of the Joint Venture Company and the profit distribution 
     plans shall require the approval of four-fifths of the Directors who 
     attend the Board meeting. Other matters shall be decided with the 
     approval of one-seconds of the votes.''

4.   Article 11.2 'Deputy General Manager shall be nominated by General 
     Manager and appointed by Board of Directors' is revised into 'Deputy 
     General Manager shall be nominated by Party A and appointed by Board of 
     Directors.'

5.   Article 11.3 is revised into 'General Manager is responsible for the 
     management organization of The Joint Venture Company and in charge of 
     the implementation of the resolutions of Board of Directors and of the 
     routine operation and management of the Joint Venture Company. Important 
     matters shall be decided by General Manager and Deputy General Manager 
     together. Deputy Manager shall assist the General Manager and shall take 
     his or her place when he or she is unable to fulfill his or her duties.'

     The duties of the General Manager:

(1). Formulating operation and management regulations and taking 
     corresponding measures to ensure that the regulations shall be observed 
     and carried out by all departments in accordance with the policies 
     adopted by Board of Directors;

(2). Formulating and being responsible for every operation and management 
     plan and ensure its execution;

(3). Organizing activities of the Joint Venture Company according to the 
     rules and regulations of the Joint Venture Company;

(4). Achieving the financial plans of the Joint Venture Company in accordance 
     with the operation plans approved by Board of Directors;

(5). Deciding the appointment and removals of other management staff and 
     workers;

(6). Executing the annual operation plans ratified by Board of Directors;

(7). Regularly report the operation status to Board of Directors, including 
     the forecast of future operation activity, important opportunities and 
     existing market competition status;

(8). Being responsible for external affiliation, executing every documents of 
     the Joint Venture Company and fulfilling other duties appointed by Board 
     of Directors.

     The duties set by (1) and (6) shall be carried out together by General 
     Manager and Deputy General Manager. In case the General Manager and 
     Deputy General Manager fail to enter into agreement, the relevant 
     matters shall be submitted to Board of Directors.

6.   Article 11.6 is revised into 'General Manager and Deputy General Manager 
     shall not hold the same positions in economic organizations besides 
     Party A and Party B. The Directors, General Manager,

[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.



     Deputy General Manager shall not participate in other economic 
     organizations in competition with the Joint Venture Company.'

7.   Article 16.2 'the termination before the end of the time limit of the 
     Joint Venture Company or the Cancellation of the contract shall be 
     approved unanimously by Board of Directors and shall be submitted to 
     examination and approval authority for approval' is shifted after 
     'unable to continue the operation' and 'the Observant Party may apply 
     for the approval of the original examination and approval authority to 
     dismiss the Joint Venture Company or look for other joint venture 
     partners to undertake the delinquent party's rights and obligations in 
     the joint venture contract, and may also claim the delinquent party's 
     not paying or not paying enough contributed capital in accordance with 
     the laws' shall be added to the end of the article.



Part Two:   Party A and Party B enter into the following complementation 
            agreement on the amendment of the relevant articles in the 
            original articles of association of Guangdong UT Starcom 
            Communication Co. Ltd:


1.   Article 5 of the original articles of association 'The Joint Venture 
     Company produces, sells associated products of communication subscriber 
     access network system, provides maintenance and service of products, 
     studies and develops new products' is revised into 'The Joint Venture 
     Company designs, develops, assembles, produces, sells and installs 
     hardware and software of system (including wireless access network and 
     cable access network), optical terminal equipment, intelligence 
     value-adding business, personal communication and multi-media, data and 
     information network and other communication systems, and provides 
     maintenance, repair, and technical consultation and services of its own 
     products.'

2.   Article 10 of the original articles of association 'the contribution of 
     Party A and Party B is set below: Party A contributes [*], accounting 
     for 51% of the registered capital and Party B contributes [*], 
     accounting for 49% of the registered capital' is revised into 'Party A 
     contributes 1,960,000 US dollars, accounting for 49% of the registered 
     capital and Party B contributes 2,040,000 US dollars, accounting for 51% 
     of the registered capital.'

3.   Article 30 of the original articles of association 'the following matters 
     shall have the approval of four-fifths of Directors of Board: the 
     drawing of the three types of funds of the Joint Venture Company and 
     the profit distribution plans. Other matters shall be decided by the 
     majority's approval of the Directors' is revised into the following 
     matters shall have the approval of four-fifths of Directors of Board: 
     the drawing of the three types of funds of the Joint Venture Company and 
     the profit distribution plans. Other matters shall be approved by 
     one-second of the votes.'


[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.



4.   Article 32 'Deputy General Manager shall be nominated by General Manager 
     and appointed by Board of Directors' is revised into 'Deputy General 
     Manager shall be nominated by Party A and appointed by Board of 
     Directors.'

5.   Article 33 is revised into 'General Manager is responsible for the 
     management organization of The Joint Venture Company and in charge of the 
     implementation of the resolutions of Board of Directors and of the 
     routine operation and management of the Joint Venture Company. Important 
     matters shall be decided by General Manager and Deputy General Manager 
     together. Deputy Manager shall assist the General Manager and shall take 
     his or her place when he or she is unable to fulfill his or her duties.'

     The duties of the General Manager:

     (1). Formulating operation and management regulations and taking 
          corresponding measures to ensure that the regulations shall be 
          observed and carried out by all departments in accordance with the 
          policies adopted by Board of Directors;

     (2). Formulating and being responsible for every operation and management 
          plan and ensure its execution;

     (3). Organizing activities of the Joint Venture Company according to the 
          rules and regulations of the Joint Venture Company;

     (4). Achieving the financial plans of the Joint Venture Company in 
          accordance with the operation plans approved by Board of Directors;

     (5). Deciding the appointment and removals of other management staff and 
          workers;

     (6). Executing the annual operation plans ratified by Board of Directors;

     (7). Regularly report the operation status to Board of Directors, 
          including the forecast of future operation activity, important 
          opportunities and existing market competition status;

     (8). Being responsible for external affiliation, executing every 
          documents of the Joint Venture Company and fulfilling other duties 
          appointed by Board of Directors.

     The duties set by (1) and (6) shall be carried out together by General 
     Manager and Deputy General Manager. In case the General Manager and 
     Deputy General Manager fail to enter into agreement, the relevant 
     matters shall be submitted to Board of Directors.

6.   Article 36 is revised into 'General Manager and Deputy General Manager 
     shall not hold the same positions in economic organizations besides 
     Party A and Party B. The Directors, General Manager, Deputy General 
     Manager shall not participate in other economic organizations in 
     competition with the Joint Venture Company.'

7.   Article 38 'the Accounts Regulations of the People's Republic of China 
     on Joint Ventures Using Chinese and Foreign Investment' is revised into 
     'the Accounts Regulations of the People's Republic of China on Foreign 
     Investment Enterprises.'

8.   Article 47 'the Detailed Implementation Rules of the Income Tax Law of 
     the People's Republic of China on Joint Ventures Using Chinese and 
     Foreign Investment' is revised in 'the Detailed


[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.




     Implementation Rules of the People's Republic of China on Foreign 
     Investment Enterprises and Foreign Company.'

9.   Article 48 'the Provisional Regulations of the People's Republic of 
     China on Foreign Currency Administration' is revised into 'the 
     Regulations of the People's Republic of China on Foreign Currency 
     Administration.'

10.  Article 53 'the Labor Management Regulations of the People's Republic of 
     China on Joint Ventures Using Chinese and Foreign Investment' is revised 
     into 'the Labor Management Regulations of the People's Republic of China 
     on Foreign Investment Enterprises.'

Part Three: Party A and Party B enter into agreement that the amendment of 
     the original contracts and articles of association shall become 
     effective after the approval and maintenance of the file of the relevant 
     authorities concerned.

Part Four: This agreement is made out in duplicate. Each party shall hold one 
     copy.













Party A:  Guangdong South Communication           Party B: UT Starcom Inc., USA
          Group Co., China

Representative:                                   Representative:


Date: December 11, 1997                           Date: December 11, 1997



[*] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY 
WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT 
TO THE OMITTED PORTIONS.